Common use of Closing Deliveries and Adjustments Clause in Contracts

Closing Deliveries and Adjustments. 3.1 The purchase and sale of the Property (the “Closing”) shall occur on date and time as designated in writing by Buyer to Seller, but in no event later than December 21, 2012 (the “Outside Date”), but in all events the Closing shall be one (1) day prior to the date of the Closing (as defined in the SPA) under the SPA. The Closing will be coordinated by and held at the offices of Holland & Knight LLP, in Orlando, Florida, and to the extent feasible, the Parties will use Fedex (or similar overnight carrier) or permit the electronic exchange of documents in PDF format or by facsimile (with original documents to follow), without the principals present; it being agreed, however, that all Deeds and other documents to be recorded will be delivered to Escrow Agent on or before the Closing Date (as defined in this Section 3.1). The actual date as of which the Closing occurs is referred to herein as the “Closing Date.” 3.2 All proceedings to be taken and any documents to be executed and delivered by Seller and Buyer at the Closing shall be deemed to have been taken, executed and delivered simultaneously, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered. 3.3 At Closing, Seller shall execute and/or deliver (or cause to be executed and delivered as appropriate) to Escrow Agent: a. A special warranty deed in the form attached hereto as Exhibit “C” for each of the Real Properties (the “Deeds”). b. A ▇▇▇▇ of sale in the form attached hereto as Exhibit “D” transferring the Personal Property (the “▇▇▇▇ of Sale”). c. An Assignment and Assumption of Intangible Rights and Obligations in the form attached hereto as Exhibit “E” (the “Assignment and Assumption”). d. An Assignment and Assumption Agreement in the form attached hereto as Exhibit “F” with respect to the Distribution Agreements (the “Distribution Agreements Assignment”). e. A Tax Certification in the form attached as Exhibit “G”, pursuant to Internal Revenue Code Section 1445 (the “FIRPTA Certification”). f. True, correct and complete copies of any plans and specifications and development plans in Seller’s possession, and all keys, security and pass codes for each of the Real Properties. g. Authorizing resolutions to evidence the authorization of the sale of the Property by Seller and the delivery by Seller of all of the Seller Documents (as defined in Section 4.1(a) below). h. Such standard form affidavits as Title Company may reasonably require in order to issue the Owner’s Title Policy as required herein and to insure title to the Real Properties after the Closing; it being agreed that the affidavit for the property located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ shall include the following representation: “[Seller] acknowledges that (a) the Improvements (as defined in Memorandum of Agreement recorded on October 31, 2011 at OR Book 3361, page 1331 of the official records of Bay County, Florida) have been completed in accordance with Section 12 of the Memorandum of Agreement and the underlying Purchase and Sale Agreement, and (b) the repurchase option set forth in section 16.1 of the Memorandum of Agreement and the underlying Purchase and Sale Agreement is null and void.”

Closing Deliveries and Adjustments. 3.1 The purchase and sale of the Property (the “Closing”) shall occur on date and time as designated in writing by Buyer to Seller, but in no event later than December 21, 2012 (the “Outside Date”), but in all events the Closing shall be one (1) day prior to the date of the Closing (as defined in the SPA) under the SPA. The Closing will be coordinated by and held at the offices of Holland & Knight LLP, in Orlando, Florida, and to the extent feasible, the Parties will use Fedex (or similar overnight carrier) or permit the electronic exchange of documents in PDF format or by facsimile (with original documents to follow), without the principals present; it being agreed, however, that all Deeds and other documents to be recorded will be delivered to Escrow Agent on or before the Closing Date (as defined in this Section 3.1). The actual date as of which the Closing occurs is referred to herein as the “Closing Date.”, 3.2 All proceedings to be taken and any documents to be executed and delivered by Seller and Buyer at the Closing shall be deemed to have been taken, executed and delivered simultaneously, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered. 3.3 At Closing, Seller shall execute and/or deliver (or cause to be executed and delivered as appropriate) to Escrow Agent: a. A special warranty deed in the form attached hereto as Exhibit “C” for each of the Real Properties (the “Deeds”). b. A ▇▇▇▇ of sale in the form attached hereto as Exhibit “D” transferring the Personal Property (the “▇▇▇▇ of Sale”). c. An Assignment and Assumption of Intangible Rights and Obligations in the form attached hereto as Exhibit “E” (the “Assignment and Assumption”). d. An Assignment and Assumption Agreement in the form attached hereto as Exhibit “F” with respect to the Distribution Agreements (the “Distribution Agreements Assignment”). e. A Tax Certification in the form attached as Exhibit “G”, pursuant to Internal Revenue Code Section 1445 (the “FIRPTA Certification”). f. True, correct and complete copies of any plans and specifications and development plans in Seller’s possession, and all keys, security and pass codes for each of the Real Properties. g. Authorizing resolutions to evidence the authorization of the sale of the Property by Seller and the delivery by Seller of all of the Seller Documents (as defined in Section 4.1(a) below). h. Such standard form affidavits as Title Company may reasonably require in order to issue the Owner’s Title Policy as required herein and to insure title to the Real Properties after the Closing; it being agreed that the affidavit for the property located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ shall include the following representation: “[Seller] acknowledges that (a) the Improvements (as defined in Memorandum of Agreement recorded on October 31, 2011 at OR Book 3361, page 1331 of the official records of Bay County, Florida) have been completed in accordance with Section 12 of the Memorandum of Agreement and the underlying Purchase and Sale Agreement, and (b) the repurchase option set forth in section 16.1 of the Memorandum of Agreement and the underlying Purchase and Sale Agreement is null and void.”section